We propose to develop sulfur K-edge X-ray absorption near-edge spectroscopy so that it can be used to monitor and to improve our understanding of sulfur metabolism in living systems, and especially in mammalian cells. There are currently no effective spectroscopic probes of sulfur in biological systems. X-ray absorption spectroscopy will detect all chemical forms of sulfur in a sample, in solid, in aqueous solution or in any other form, and different forms of sulfur display strikingly different spectra. Under favorable conditions we can therefore quantitatively discriminate between different forms of sulfur in biological samples. No pre-treatment is needed and the technique is at least potentially non-destructive. The ultimate goal of the work we propose is to provide an in vivo probe of metabolic status in healthy and diseased tissue. The proposed work can be divided into two major categories: 1. Bulk measurements, where a large X-ray beam is used to interrogate samples to provide the average sulfur speciation. We propose to study the sulfur biochemistry of living mammalian cell cultures, and specifically the responses of polarized epithelial cultures to osmotic shock, changes during cell differentiation, apoptosis, and responses associated with mechanical stimulation of the cells.2. Chemically-specific imaging, where we propose to develop sulfur K-edge X-ray absorption spectroscopy imaging as a tool for investigating the localization of different chemical forms of sulfur in intact living cells. In this technique X-ray micro-focusing optics are used to produce a very small beam, and the sample is raster scanned using carefully chosen incident X-ray energies to discriminate specific categories of compounds.Our initial studies will focus on plant cells, because of their large size and high sulfur content. As the resolution of the technique and the experimental methodology improve, we will apply the method to more challenging systems, with the ultimate goal of a 1 pm resolution probe that can be applied to mammalian cells.